Exhibit 4-3
AMENDMENT NUMBER TWO
to
$1,500,000,000
REVOLVING CREDIT AGREEMENT
dated as of December 1, 1993
between
GANNETT CO., INC.
and
BANK OF AMERICA NT&SA, CHEMICAL BANK,
XXXXXX GUARANTY TRUST COMPANY,
NATIONSBANK N.A. (CAROLINAS), THE FIRST NATIONAL BANK OF CHICAGO,
CITIBANK, N.A., THE FUJI BANK, LIMITED, TORONTO DOMINION (TEXAS),
INC.,
WACHOVIA BANK OF GEORGIA, N.A., BANK OF HAWAII,
FIRST INTERSTATE BANK OF CALIFORNIA,
THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK, N.A.,
DEUTSCHE BANK AG, MARINE MIDLAND BANK,
PNC BANK, NATIONAL ASSOCIATION,
ROYAL BANK OF CANADA, THE SANWA BANK, LIMITED,
CRESTAR BANK, THE NORTHERN TRUST COMPANY, and
THE FIRST NATIONAL BANK OF MARYLAND,
as amended
GANNETT CO., INC.
Amendment Number Two
to
$1,500,000,000
Revolving Credit Agreement
This Amendment Number Two is made as of November 13, 1995
between Gannett Co., Inc., a Delaware corporation ("Gannett") and
the Banks signatory hereto (each called a "Bank" and collectively
the "Banks").
Gannett entered into a $1,000,000,000 Revolving Credit
Agreement with the Banks dated December 1, 1993 (the
"Agreement"). On August 1, 1994, pursuant to Amendment
Number One to the Agreement, the Agreement was amended to
increase the aggregate commitment to $1,500,000,000, extend the
Expiration Date and modify the Facility Fee.
Gannett and the Banks wish to further amend the Agreement to
increase the aggregate commitment to $3,000,000,000, extend the
Expiration Date, modify the Facility Fee, adjust the Applicable
Margin in effect with respect to the Money Market Rate and the
Eurodollar Rate, and amend Schedule 1 to the Agreement as
provided herein.
The parties hereby agree as follows:
1. The terms "this Agreement," "hereunder," "herein" and
similar references in the Agreement shall be deemed to refer to
the Agreement as amended hereby.
2. Section 1 of the Agreement shall be amended as follows:
(i) The definition of "Applicable Margin" shall be
amended to read in its entirety as follows:
"Applicable Margin" for an Advance shall be the
appropriate rate per annum set forth below
opposite the interest rate applicable to such
Advance.
Interest Credit Credit Credit Credit
Rate Status 1 Status 2 Status 3 Status 4
---------- -------- -------- -------- --------
Alternate
Rate 0% 0% 0% 0%
Eurodollar 13 Basis 17 Basis 27.5 Basis 35 Basis
Rate Points Points Points Points
Money Market 25.5 Basis 29.5 Basis 40 Basis 50 Basis
Rate Points Points Points Points
Competitive
Bid Rate 0% 0% 0% 0%
(ii) The definitions of "Credit Rating Adjustment A" and
"Credit Rating Adjustment B" shall be deleted in their entirety, and in
their place shall be inserted the following definitions:
"Credit Status 1" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least AA- or a rating by Xxxxx'x Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least Aa3. Credit Status 1 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 2, Credit Status 3 or Credit Status 4.
"Credit Status 2" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least A- or a rating by Xxxxx'x Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least A3. Credit Status 2 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 3 or Credit Status 4.
"Credit Status 3" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least BBB or a rating by Xxxxx'x Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least Baa2. Credit Status 3 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 4.
"Credit Status 4" shall exist only upon the
occurrence of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of BBB- or below and a rating by Xxxxx'x
Investors Service, Inc. of Gannett's senior unsecured
long-term debt of Baa3 or below. Credit Status 1,
Credit Status 2 or Credit Status 3 shall be deemed to
exist in accordance with the definitions thereof if
either the rating of Gannett's senior unsecured long-term debt
by Standard & Poor's Corporation exceeds BBB- or the rating by
Xxxxx'x Investors Service, Inc. exceeds Baa3.
(iii) The definition of "Expiration Date" shall be amended in
its entirety to read as follows:
"Expiration Date" shall mean November 13, 2000.
3. Section 2(a) shall be amended to read in its entirety as
follows:
2(a). Facility Fee. Gannett will pay to each Bank pro
rata, as consideration for the Bank's Commitment hereunder, a
facility fee (the "Facility Fee") calculated at the rate of: (i)
seven (7) Basis Points per annum if Credit Status 1 shall be in
effect; or (ii) nine (9) Basis Points per annum if Credit Status
2 shall be in effect; or (iii) twelve and one half (12.5) Basis
Points per annum if Credit Status 3 shall be in effect; or (iv)
seventeen and one half (17.5) Basis Points per annum if Credit
Status 4 shall be in effect. The Facility Fee shall be computed
pursuant to Section 3(g) from (and including) November 13, 1995,
payable quarterly on each February 1, May 1, August 1 and
November 1 after the date of Amendment Number Two, commencing
with the first payment due on February 1, 1996, and ending on
(but excluding for purposes of calculating the Facility Fee) the
Expiration Date, for the preceding period for which such Facility
Fee has not been paid.
4. Schedule 1 shall be amended to read in its entirety as
set forth in Schedule 1 hereto, and all references in the
Agreement (including the cover page) to the aggregate Commitment
Amount shall be increased to $3,000,000,000.
5. The terms of this Agreement shall be in addition to and
shall in no way impair the full force and effect of the Agreement
(except as specifically amended herein). The Facility Fee
accrued under the Agreement for the period prior to the date
hereof shall be paid on the date hereof.
6. This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by
the different parties on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
7. THIS AMENDMENT NUMBER TWO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have executed this
Amendment Number Two as of the date first written above.
GANNETT CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President/Treasury
Services
BANK OF AMERICA NT&SA
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President
CHEMICAL BANK
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
NATIONSBANK N.A. (CAROLINAS)
By: /s/ Penn Xxxxx
Name: Penn Xxxxx
Title: Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxx Xxxxxxx/Authorized Agent
Name: Xxx Xxxxxxx
Title: Managing Director
CITIBANK, N.A.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
As Attorney-in-Fact
THE FUJI BANK, LIMITED
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President & Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ C. A. Clause
Name: Xxxxxx X. Clause
Title:Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President
BANK OF HAWAII
By: /s/ Xxxxxxxxx X. XxxXxxx
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ Xxxxxx X. Xxx
/s/ Xxxx X. Xxxxx
Name: Xxxxxx X. Xxx
Xxxx X. Xxxxx
Title: Vice President
Asst. Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice-President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
MARINE MIDLAND BANK
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Manager
THE SANWA BANK, LIMITED
By: /s/ X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: Vice President & Senior Manager
CRESTAR BANK
By: /s/ Xxxxxx X. X'Xxxxx, Xx.
Name: Xxxxxx X. X'Xxxxx, Xx.
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Love
Name: Xxxxx X. Love
Title: Commercial Banking Officer
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Xxxx Xxx Xxxxxxx
Name: Xxxx Xxx Xxxxxxx
Title: Vice President
SCHEDULE 1
COMMITMENTS OF THE BANKS
NAME, ADDRESS AND TELECOPY
NUMBER OF BANK COMMITMENT AMOUNT
-------------------------- ------------------
CO-ARRANGERS
------------
Bank of America NT&SA $250,000,000
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000 or 7532
With a copy to:
Bank of America NT&SA
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Chemical Bank $250,000,000
000 Xxxx XxxxxxXxx Xxxx, XX 00000
Telecopy: 000-000-0000
Xxxxxx Guaranty Trust Company $250,000,000
00 Xxxx Xxxxxx, 00xx XxxxxXxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
NationsBank N.A. (Carolinas) $250,000,000
Communications Finance Division
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000-0000
The First National Bank of Chicago $250,000,000
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xx 00000-0000
Telecopy: 000-000-0000
CO-AGENTS
---------
Citibank, N.A. $150,000,000
000 Xxxx XxxxxxXxx Xxxx, XX 00000
Telecopy: 000-000-0000
The Fuji Bank, Limited $150,000,000
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Toronto Dominion (Texas), Inc. $150,000,000
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
With a copy to:
The Toronto-Dominion Bank
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
Wachovia Bank of Georgia, N.A. $150,000,000
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
LEAD MANAGERS
-------------
Bank of Hawaii $125,000,000
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: 000-000-0000
With a copy to:
Bank of Hawaii
0000 X. Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxx, Xxxxxxx 00000
Telecopy: 000-000-0000
First Interstate Bank of California $125,000,000
000 Xxxxx XxxxxxXxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
The Bank of Nova Scotia $100,000,000
New York Agency1 Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000 or 0000
Xxx Xxxxx Xxxxxxxxx Bank, N.A. $100,000,000
One Chase SquareCorp. Industries Dept.
Tower 9
Xxxxxxxxx, XX 00000
Telecopy: 000-000-0000
Deutsche Bank AG $100,000,000
New York Branch and/or
Cayman Islands Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Telecopy: 000-000-0000
Marine Midland Bank $100,000,000
Xxx Xxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
PNC Bank, National Association $100,000,000
Communications Banking Division
MS 12-09-01
Land Title Building
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Telecopy: 000-000-0000
Royal Bank of Canada $100,000,000
x/x Xxxxx Xxxxxx (Xxxxx Xxxxxxx #1) Branch
Xxxxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000-0000
Telecopy: 000-000-0000
The Sanwa Bank, Limited $100,000,000
Atlanta AgencyGeorgia-Pacific Center
Suite 4750
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
LENDERS
-------
Crestar Bank $ 75,000,000
0000 Xxx Xxxx Xxxxxx, X.X.
Corporate Division - Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
The Northern Trust Company $ 75,000,000
00 Xxxxx XxXxxxx Xxxxxx - X00
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
The First National Bank of Maryland $ 50,000,000
0000 X Xxxxxx, X.X., Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
TOTAL $3,000,000,000
